AGREEMENT AND PLAN OF REORGANIZATION
- --------------------------------------------------------------------------------
AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among KEYNOTE
ACQUISITION CORPORATION, a Delaware corporation ("Keynote"), BEVERLY HILLS LTD.
INC., a Utah corporation ("Beverly Hills") and TPG Capital Corporation (the
"Shareholder"), being the owner of all of the issued and outstanding stock of
Keynote.
Whereas, Beverly Hills wishes to acquire and the Shareholder wishes to
transfer all of the issued and outstanding securities of Keynote in a
transaction intended to qualify as a reorganization within the meaning of
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Now, therefore, Keynote, Beverly Hills and the Shareholder adopt this plan
of reorganization and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. The Shareholder agrees to transfer to Beverly Hills
at the Closing (defined below) the number of shares of common stock of Keynote,
$.0001 par value per share, shown opposite their names in Exhibit A, in exchange
pro rata for an aggregate of 250,000 shares of voting common stock of Beverly
Hills, $.001 par value per share.
1.2. EXCHANGE OF CERTIFICATES. Each holder of an outstanding certificate or
certificates theretofore representing shares of Keynote common stock shall
surrender such certificate(s) for cancellation to Beverly Hills, and shall
receive in exchange a certificate or certificates representing the number of
full shares of Beverly Hills common stock into which the shares of Keynote
common stock represented by the certificate or certificates so surrendered shall
have been converted. The transfer of Keynote shares by the Shareholder shall be
effected by the delivery to Beverly Hills at the Closing of certificates
representing the transferred shares endorsed in blank or accompanied by stock
powers executed in blank, signature guaranteed.
1.3. FRACTIONAL SHARES. Fractional shares of Beverly Hills common stock
shall not be issued, but in lieu thereof Beverly Hills shall round up fractional
shares to the next highest whole number.
1.4. FURTHER ASSURANCES. At the Closing and from time to time thereafter,
the Shareholder shall execute such additional instruments and take such other
action as Beverly Hills may request in order more effectively to sell, transfer,
and assign the transferred stock to Beverly Hills and to confirm Beverly Hills's
title thereto.
2. RATIO OF EXCHANGE
The securities of Keynote owned by the Shareholder, and the relative
securities of Beverly Hills for which they will be exchanged, are set out
opposite their names in Exhibit A.
1
AGREEMENT AND PLAN OF REORGANIZATION
- --------------------------------------------------------------------------------
3. CLOSING
3.1. TIME AND PLACE. The Closing contemplated herein shall be held as soon
as possible at the offices of Cassidy & Associates at 1504 R Street, NW,
Washington, D.C. unless another place or time is agreed upon in writing by the
parties without requiring the meeting of the parties hereof. All proceedings to
be taken and all documents to be executed at the Closing shall be deemed to have
been taken, delivered and executed simultaneously, and no proceeding shall be
deemed taken nor documents deemed executed or delivered until all have been
taken, delivered and executed. The date of Closing may be accelerated or
extended by agreement of the parties.
3.2. FORM OF DOCUMENTS. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission required by this Agreement
or any signature required thereon may be used in lieu of an original writing or
transmission or signature for any and all purposes for which the original could
be used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing or
transmission or original signature.
4. UNEXCHANGED CERTIFICATES
Until surrendered, each outstanding certificate that prior to the Closing
represented Keynote common stock shall be deemed for all purposes, other than
the payment of dividends or other distributions, to evidence ownership of the
number of shares of Beverly Hills common stock into which it was converted. No
dividend or other distribution shall be paid to the holders of certificates of
Keynote common stock until presented for exchange at which time any outstanding
dividends or other distributions shall be paid.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
The Shareholder represents and warrants as follows:
5.1. TITLE TO SHARES. The Shareholder is the owner, free and clear of any
liens and encumbrances, of the number of Keynote shares which are listed in the
attached schedule and which they have contracted to exchange and the transfer of
the Keynote shares to Beverly Hills contemplated hereby will vest complete
record and beneficial ownership of such shares in Beverly Hills.
5.2. LITIGATION. There is no litigation or proceeding pending, or to any
Shareholder's knowledge threatened, against or relating to shares of Keynote
held by the Shareholders.
6. REPRESENTATIONS AND WARRANTIES OF KEYNOTE
Keynote represents and warrants that:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. Keynote is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware and is qualified to do business as a foreign corporation in
each jurisdiction, if any, in which its property or business requires such
qualification.
2
6.2. REPORTING COMPANY STATUS. Keynote has filed with the Securities and
Exchange Commission ("Commission") a registration statement on Form 10-SB which
became effective pursuant to the Securities Exchange Act of 1934 and is a
reporting company pursuant to ss.12(g) thereunder. It has received a letter from
the staff of the Commission indicating that they "have no further comments" on
the filings that have been made by Keynote.
6.3. REPORTING COMPANY FILINGS. Keynote has timely filed and is current on
all reports required to be filed by it pursuant to ss.13 of the Securities
Exchange Act of 1934. None of such filings, as of the date filed, contains a
material misstatement of fact or omits to state a fact which is material.
6.4. CAPITALIZATION. Keynote's authorized capital stock consists of
100,000,000 shares of Common Stock, $.0001 par value, of which 5,000,000 shares
are issued and outstanding, and 20,000,000 shares of Preferred Stock, of which
no shares are issued or outstanding.
6.5. ISSUED STOCK. All the outstanding shares of its Common Stock are duly
authorized and validly issued, fully paid and non-assessable.
6.6. STOCK RIGHTS. There are no stock grants, options, rights, warrants or
other rights to purchase or obtain Keynote common or preferred stock issued or
committed to be issued.
6.7. CORPORATE AUTHORITY. Keynote has all requisite corporate power and
authority to own, operate and lease its properties, to carry on its business as
it is now being conducted and to execute, deliver, perform and conclude the
transactions contemplated by this Agreement and all other agreements and
instruments related to this agreement.
6.8. AUTHORIZATION. Execution of this agreement has been duly authorized
and approved by Keynote's board of directors.
6.9. SUBSIDIARIES. Keynote has no subsidiaries.
6.10. FINANCIAL STATEMENTS. Keynote's financial statements dated as of June
7, 1999 copies of which will have been delivered by Keynote to Beverly Hills
prior to the Closing Date (the "Keynote Financial Statements"), fairly present
the financial condition of Keynote as of the date therein and the results of its
operations for the periods then ended in conformity with generally accepted
accounting principles consistently applied.
6.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or
reserved against in the Keynote Financial Statements, Keynote did not have at
that date any liabilities or obligations (secured, unsecured, contingent, or
otherwise) of a nature customarily reflected in a corporate balance sheet
prepared in accordance with generally accepted accounting principles.
6.12. NO MATERIAL CHANGES. Except as set out by attached schedule, there
has been no material adverse change in the business, properties, or financial
condition of Keynote nor has it incurred any liabilities except in the ordinary
course of its buinsess since the date of the Keynote Financial Statements.
3
6.13. LITIGATION. Except as set out by attached schedule, there is not, to
the knowledge of Keynote, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or investigation,
threatened or contemplated against Keynote or against any of its officers.
6.14. CONTRACTS. Except as set out by attached schedule, Keynote is not a
party to any material contract not in the ordinary course of business that is to
be performed in whole or in part at or after the date of this agreement.
6.15. TITLE. Except as set out by attached schedule, Keynote has good and
marketable title to all the real property and good and valid title to all other
property included in the Keynote Financial Statements. Except as set out in the
balance sheet thereof, the properties of Keynote are not subject to any
mortgage, encumbrance, or lien of any kind except minor encumbrances that do not
materially interfere with the use of the property in the conduct of the business
of Keynote .
6.16. TAX RETURNS. Except as set out by attached schedule, all required tax
returns for federal, state, county, municipal, local, foreign and other taxes
and assessments have been properly prepared and filed by Keynote for all years
for which such returns are due unless an extension for filing any such return
has been filed. Any and all federal, state, county, municipal, local, foreign
and other taxes and assessments, including any and all interest, penalties and
additions imposed with respect to such amounts have been paid or provided for.
The provisions for federal and state taxes reflected in the Keynote Financial
Statements are adequate to cover any such taxes that may be assessed against
Keynote in respect of its business and its operations during the periods covered
by the Keynote Financial Statements and all prior periods.
6.17. NO VIOLATION. The Closing will not constitute or result in a breach
or default under any provision of any charter, bylaw, indenture, mortgage,
lease, or agreement, or any order, judgment, decree, law, or regulation to which
any property of Keynote is subject or by which Keynote is bound.
7. REPRESENTATIONS AND WARRANTIES OF BEVERLY HILLS
Beverly Hills represents and warrants that:
7.1. CORPORATE ORGANIZATION AND GOOD STANDING. Beverly Hills is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Utah and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.
7.2. CAPITALIZATION. As of January 25, 2000, Beverly Hills's authorized
capital stock consists of 50,000,000 shares of common stock, $.001 par value, of
which 15,325,957 shares are issued and outstanding, and 25,000,000 shares of
preferred stock, $.001 par value, of which 1,500,000 shares have been designated
Series A and 1,500,000 shares Series B. There are no outstanding shares of
Series A and there are 20,000 outstanding shares of Series B preferred,
respectively.
4
7.3. NUMBER OF SHAREHOLDERS. Beverly Hills represents that, as of January
25, 2000, it has more than 200 shareholders of record and as of the week ended
December 3, 1999, Depository Trust reports that 96 of its participants held 100
or more shares for the benefit of its participants.
7.4. ISSUED STOCK. Except as set forth in the attached schedule, all the
outstanding shares of its common stock are duly authorized and validly issued,
fully paid and non-assessable.
7.5. STOCK RIGHTS. Except as set out by attached schedule, there are no
stock grants, options, rights, warrants or other rights to purchase or obtain
Beverly Hills common or preferred stock issued or committed to be issued.
7.6. CORPORATE AUTHORITY. Except as set forth in the attached schedule,
Beverly Hills has all requisite corporate power and authority to own, operate
and lease its properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions contemplated by
this Agreement and all other agreements and instruments related to this
agreement.
7.7. AUTHORIZATION. At or prior to Closing, the execution of this agreement
shall have been duly authorized and approved by Beverly Hills's board of
directors.
7.8. SUBSIDIARIES. As set out in the schedule attached hereto, Beverly
Hills has six subsidiaries.
7.9. FINANCIAL STATEMENTS. Beverly Hills's unaudited financial statements
dated as of December 31, 1998 financial statements and interim unaudited
statements for the nine month period ended September 30, 1999, copies of which
will have been delivered by Beverly Hills to Keynote prior to the Closing Date
(the "Beverly Hills Financial Statements"), fairly present the financial
condition of Beverly Hills as of their respective dates and the results of its
operations for the periods then ended in conformity with generally accepted
accounting principles consistently applied, except as set forth in the schedule
attached hereto.
7.10. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or
reserved against in the Beverly Hills Financial Statements or as set forth in
the attached schedule, Beverly Hills did not have at that date any liabilities
or obligations (secured, unsecured, contingent, or otherwise) of a nature
customarily reflected in a corporate balance sheet prepared in accordance with
generally accepted accounting principles.
7.11. NO MATERIAL CHANGES. Except as set out by attached schedule, there
has been no material adverse change in the business, properties, or financial
condition of Beverly Hills since the date of the Beverly Hills Financial
Statements.
7.12. LITIGATION. Except as set out by attached schedule, there is not, to
the knowledge of Beverly Hills, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or investigation,
threatened or contemplated against Beverly Hills or against any of its officers.
5
7.13. CONTRACTS. Except as set out by attached schedule, Beverly Hills is
not a party to any material contract not in the ordinary course of business that
is to be performed in whole or in part at or after the date of this agreement.
7.14. TITLE. Except as set out by attached schedule, Beverly Hills has good
and marketable title to all the real property and good and valid title to all
other property included in the Beverly Hills Financial Statements. Except as set
out in the balance sheet thereof, the properties of Beverly Hills are not
subject to any mortgage, encumbrance, or lien of any kind except minor
encumbrances that do not materially interfere with the use of the property in
the conduct of the business of Beverly Hills.
7.15. TAX RETURNS. Except as set out by attached schedule, all required tax
returns for federal, state, county, municipal, local, foreign and other taxes
and assessments have been properly prepared and filed by Beverly Hills for all
years for which such returns are due unless an extension for filing any such
return has been filed. Any and all federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all interest,
penalties and additions imposed with respect to such amounts have been paid or
provided for. The provisions for federal and state taxes reflected in the
Beverly Hills Financial Statements are adequate to cover any such taxes that may
be assessed against Beverly Hills in respect of its business and its operations
during the periods covered by the Beverly Hills Financial Statements and all
prior periods.
7.16. NO VIOLATION. The Closing will not constitute or result in a breach
or default under any provision of any charter, bylaw, indenture, mortgage,
lease, or agreement, or any order, judgment, decree, law, or regulation to which
any property of Beverly Hills is subject or by which Beverly Hills is bound.
8. CONDUCT PENDING THE CLOSING
Keynote, Beverly Hills and the Shareholders covenant that between the date
of this Agreement and the Closing as to each of them:
8.1. No change will be made in the charter documents, by-laws, or other
corporate documents of Keynote.
8.2. Keynote will use its best efforts to maintain and preserve its
business organization, employee relationships, and goodwill intact, and will not
enter into any material commitment except in the ordinary course of business.
8.3. No change will be made in the charter documents, by-laws, or other
corporate documents of Beverly Hills.
8.4. Beverly Hills will use its best efforts to maintain and preserve its
business organization, employee relationships, and goodwill intact, and will not
enter into any material commitment except in the ordinary course of business.
8.5. None of the Shareholders will sell, transfer, assign, hypothecate,
lien, or otherwise dispose or encumber the Keynote shares of common stock owned
by them.
6
9. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS
The Shareholder's obligation to consummate this exchange shall be subject
to fulfillment on or before the Closing of each of the following conditions,
unless waived in writing by the Shareholders as appropriate:
9.1. BEVERLY HILLS'S REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Beverly Hills set forth herein shall be true and correct at
the Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
9.2. BEVERLY HILLS'S COVENANTS. Beverly Hills shall have performed all
covenants required by this Agreement to be performed by it on or before the
Closing.
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by
the Board of Directors of Beverly Hills.
9.4. SUPPORTING DOCUMENTS OF BEVERLY HILLS. Beverly Hills shall have
delivered to the Shareholders the following documents in form and substance
reasonably satisfactory to the Shareholders:
(a) A good standing certificate from the jurisdiction of Beverly Hills's
organization stating that Beverly Hills is a corporation duly organized, validly
existing, and in good standing;
(b) Secretary's certificate stating that Beverly Hills's authorized capital
stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
Beverly Hills authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and directors of
Beverly Hills;
(e) Beverly Hills's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF BEVERLY HILLS
Beverly Hills' obligation to consummate this exchange shall be subject to
fulfillment on or before the Closing of each of the following conditions, unless
waived in writing by Beverly Hills:
10.1. SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Shareholders set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
7
10.2. SHAREHOLDERS' COVENANTS. The Shareholders shall have performed all
covenants required by this Agreement to be performed by them on or before the
Closing.
10.3. KEYNOTE'S REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Keynote set forth herein shall be true and correct at the Closing
as though made at and as of that date, except as affected by transactions
contemplated hereby.
10.4. KEYNOTE'S COVENANTS. Keynote shall have performed all covenants
required by this Agreement to be performed by them on or before the Closing.
10.5. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved
by the Board of Directors of Keynote.
10.6. SUPPORTING DOCUMENTS OF KEYNOTE. Keynote shall have delivered to the
Shareholders the following documents in form and substance reasonably
satisfactory to the Shareholders:
(a) A good standing certificate from the jurisdiction of Keynote's
organization stating that Keynote is a corporation duly organized, validly
existing, and in good standing;
(b) Secretary's certificate stating that Keynote's authorized capital stock
is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
Keynote authorizing the execution of this Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers and directors of
Keynote;
(e) Keynote's Financial Statements;
(f) All original books and records of Keynote form its date of
incorporation to the date of closing, including, without limitation, its banking
records and corporate minute book, which shall contain minutes of all of the
proceedings on the part of Keynote's directors and shareholder.
(g) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
11. SHAREHOLDER REPRESENTATIVE
The Shareholders hereby irrevocably designate and appoint Cassidy &
Associates, 1504 R Street, N.W. Washington, District of Columbia 20009, as their
agent and attorney in fact (the "Shareholders' Representative") with full power
and authority until the Closing to execute, deliver, and receive on their behalf
all notices, requests, and other communications hereunder; to fix and alter on
their behalf the date, time, and place of the Closing; to waive, amend, or
modify any provisions of this Agreement, and to take such other action on their
behalf in connection with this Agreement, the Closing, and the transactions
contemplated hereby as such agent or agents deem appropriate; provided, however,
that no such waiver, amendment, or modification
8
may be made if it would decrease the number of shares to be issued to the
Shareholders hereunder or increase the extent of their obligation to indemnify
Reorganization hereunder.
12. TERMINATION
This Agreement may be terminated (1) by mutual consent in writing; (2) by
the Shareholder, Beverly Hills or Keynote if there has been a material
misrepresentation or material breach of any warranty or covenant by any other
party; or (3) by the Shareholder, Beverly Hills or Keynote if the Closing shall
not have taken place within 15 days following execution of this Agreement,
unless adjourned to a later date by mutual consent in writing.
13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
The covenants, representations and warranties of the Shareholder, Beverly
Hills and Keynote set out herein shall survive the Closing.
14. ARBITRATION
14.1. SCOPE. The parties hereby agree that any and all claims (except only
for requests for injunctive or other equitable relief) whether existing now, in
the past or in the future as to which the parties or any affiliates may be
adverse parties, and whether arising out of this agreement or from any other
cause, will be resolved by arbitration before the American Arbitration
Association within the District of Columbia.
14.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration Association
and the situs of the arbitration (and any requests for injunctive or other
equitable relief) within the District of Columbia. Any award in arbitration may
be entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards.
14.3. APPLICABLE LAW. The law applicable to the arbitration and this
agreement shall be that of the State of Delaware, determined without regard to
its provisions which would otherwise apply to a question of conflict of laws.
14.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its discretion,
allow the parties to make reasonable disclosure and discovery in regard to any
matters which are the subject of the arbitration and to compel compliance with
such disclosure and discovery order. The arbitrator may order the parties to
comply with all or any of the disclosure and discovery provisions of the Federal
Rules of Civil Procedure, as they then exist, as may be modified by the
arbitrator consistent with the desire to simplify the conduct and minimize the
expense of the arbitration.
14.5. RULES OF LAW. Regardless of any practices of arbitration to the
contrary, the arbitrator will apply the rules of contract and other law of the
jurisdiction whose law applies to the arbitration so that the decision of the
arbitrator will be, as much as possible, the same as if the dispute had been
determined by a court of competent jurisdiction.
14.6. FINALITY AND FEES. Any award or decision by the American Arbitration
Association shall be final, binding and non-appealable except as to errors of
law or the failure of
9
the arbitrator to adhere to the arbitration provisions contained in this
agreement. Each party to the arbitration shall pay its own costs and counsel
fees except as specifically provided otherwise in this agreement.
14.7. MEASURE OF DAMAGES. In any adverse action, the parties shall restrict
themselves to claims for compensatory damages and\or securities issued or to be
issued and no claims shall be made by any party or affiliate for lost profits,
punitive or multiple damages.
14.8. COVENANT NOT TO SUE. The parties covenant that under no conditions
will any party or any affiliate file any action against the other (except only
requests for injunctive or other equitable relief) in any forum other than
before the American Arbitration Association, and the parties agree that any such
action, if filed, shall be dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the prevailing party.
14.9. INTENTION. It is the intention of the parties and their affiliates
that all disputes of any nature between them, whenever arising, whether in
regard to this agreement or any other matter, from whatever cause, based on
whatever law, rule or regulation, whether statutory or common law, and however
characterized, be decided by arbitration as provided herein and that no party or
affiliate be required to litigate in any other forum any disputes or other
matters except for requests for injunctive or equitable relief. This agreement
shall be interpreted in conformance with this stated intent of the parties and
their affiliates.
14.10. SURVIVAL. The provisions for arbitration contained herein shall
survive the termination of this agreement for any reason.
15. GENERAL PROVISIONS
15.1. FURTHER ASSURANCES. From time to time, each party will execute such
additional instruments and take such actions as may be reasonably required to
carry out the intent and purposes of this agreement.
15.2. WAIVER. Any failure on the part of either party hereto to comply with
any of its obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
15.3. BROKERS. Each party agrees to indemnify and hold harmless the other
party against any fee, loss, or expense arising out of claims by brokers or
finders employed or alleged to have been employed by the indemnifying party.
15.4. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class certified mail, return receipt requested, or recognized
commercial courier service, as follows:
10
If to Keynote, to:
Keynote Corporation
1504 R Street, N.W.
Washington, District of Columbia 20009
If to Beverly Hills, to:
Beverly Hills Ltd., Inc.
16 North Ft. Harrison
Clearwater, Florida 33755
With a required copy to:
Sommer & Schneider LLP
595 Stewart Avenue, Suite 710
Garden City, NY 11530
If to the Shareholder, to:
Cassidy & Associates
1504 R Street, N.W.
Washington, District of Columbia 20009
Such notices will be deemed given when delivered in the case of a courier
service or three days after mailing.
15.5. GOVERNING LAW. This agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware.
15.6. ASSIGNMENT. This agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this agreement
without the written consent of the other party shall be void.
15.7. COUNTERPARTS. This agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Signatures sent by
facsimile transmission shall be deemed to be evidence of the original execution
thereof.
15.8. EXCHANGE AGENT AND CLOSING DATE. The Exchange Agent shall be the law
firm of Cassidy & Associates, Washington, D.C. The Closing shall take place upon
the fulfillment by each party of all the conditions of Closing required herein,
but not later than 15 days following execution of this agreement unless extended
by mutual consent of the parties.
11
15.9. REVIEW OF AGREEMENT. Each party acknowledges that it has had time to
review this agreement and, as desired, consult with counsel. In the
interpretation of this agreement, no adverse presumption shall be made against
any party on the basis that it has prepared, or participated in the preparation
of, this agreement.
15.10. SCHEDULES. All schedules attached hereto, if any, shall be
acknowledged by each party by signature or initials thereon and shall be dated.
15.11. EFFECTIVE DATE. This effective date of this agreement shall be
January 27, 2000.
12
SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION
AMONG KEYNOTE, BEVERLY HILLS AND THE SHAREHOLDERS OF KEYNOTE
IN WITNESS WHEREOF, the parties have executed this agreement.
KEYNOTE ACQUISITION CORPORATION
By /s/ JAMES M. CASSIDY
--------------------------------
James M. Cassidy
BEVERLY HILLS LTD., INC.
By /s/ MARC BARHONOVICH
--------------------------------
Marc Barhonovich, President
THE SHAREHOLDER OF KEYNOTE
ACQUISITION CORPORATION:
TPG CAPITAL CORPORATION
By /s/ JAMES M. CASSIDY
--------------------------------
James M. Cassidy, President
13
Exhibit A
---------
Number of Number of
Keynote Shares Beverly Hills Name of
To Be Shares To Be Shareholder Address
Exchanged Received
5,000,000 250,000 TPG Capital Corporation 1504 R St. NW,
Washington DC 20009
- --------------------------------------------------------------------------------